DCM Ltd. — Capital/Financing Update 2024

Feb 7, 2024

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LIMITED

February 7, 2024

BSE Limited National Stock Exchange of India Ltd. Phiroze Jeejeebhoy Towers, Exchange Plaza, Plot no. C/1, Dalal Street, G Block, Bandra - Kurla Complex, Mumbai -400 001 Bandra (E), Mumbai – 400 051 Scrip Code: 502820 Scrip Code: DCM

ISIN: INE498A01018

Subject: Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

Dear Sir,

This intimation is in terms of Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

Purearth Infrastructure Limited (‘PIL’) is a Joint Venture Company. At present, the Company holds 1,78,53,605 (One Crore Seventy-Eight Lakhs Fifty-Three Thousand Six Hundred and Five) shares in PIL which constitutes 16.56% of the paid-up share capital of PIL.

The Board of Directors of the PIL on the recommendation of Audit Committee has, subject to the approval of its Members by way of Special Resolution and subject to such approvals of regulatory and/or statutory authorities as may be required under applicable laws, approved buyback of up to 44,19,800 equity shares (representing 4.10% of the total issued and paid-up equity share capital of the Company) of face value of Rs. 10 (Rupee Ten) each ("Equity Shares"), on a proportionate basis, through the "Tender Offer" route in accordance with the Companies Act, 2013 ("Act"), the Companies (Share Capital and Debentures) Rules, 2014, and other applicable provisions, to the extent applicable, as amended from time to time, at a price of 59.00/- (Rupees Fifty Nine only) per Equity Share, payable in cash for an aggregate consideration not exceeding Rs. 26,07,68,200/- (Rupees Twenty Six Crore Seven Lakh Sixty Eight Thousand and Two Hundred Only), ("Buyback Size") excluding transaction costs, applicable taxes and other incidental and related expenses.

In this connection, the Company has received a notice of shareholders meeting of PIL wherein PIL seeks to obtain approval of its shareholders to undertake Buy-back of its shares as per the provisions of the Companies Act, 2013.

The Audit Committee and Board of Directors of the Company at their respective meeting(s) held on February 7, 2024 have considered and noted the above related party transaction. Further, the Board of Directors of the Company on the recommendation of the Audit Committee approved the tendering of eligible shares in the Buy-back offer subject to shareholder’s approval and recommended to members of the Company for their approval. The said approval of members of the Company is proposed to seek through postal ballots process.

Registered office:

Unit Nos. 2050 to 2052, Plaza - II, 2[nd] Floor, Central Square, 20, Manohar Lal Khurana Marg, Bara Hindu Rao, Delhi – 110006. Phone: (011) 41539170

CIN: L74899DL1889PLC000004, Website: www.dcm.in, Email Id: investors@dcm.in

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LIMITED

Further necessary information in respect of aforesaid, as per SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015, read with SEBI/HO/CFD/CFD-PoD1/P/CIR/2023/123 dated July 13, 2023 and Regulation 30 – Para A of Part A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, is enclosed herewith as Annexure -I.

Time of Commencement of Board meeting - 12.00 Noon

Time of conclusion of Board Meeting - 1.30 PM

This is for your information and records.

Thanking you, Yours truly, For DCM Limited

Digitally signed YADVIND by YADVINDER GOYAL ER GOYAL Date: 2024.02.07 13:41:59 +05'30'

Yadvinder Goyal Company Secretary

Encl. – As above

Registered office:

Unit Nos. 2050 to 2052, Plaza - II, 2[nd] Floor, Central Square, 20, Manohar Lal Khurana Marg, Bara Hindu Rao, Delhi – 110006. Phone: (011) 41539170

CIN: L74899DL1889PLC000004, Website: www.dcm.in, Email Id: investors@dcm.in

ANNEXURE-I

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LIMITED

Information as per SEBI Circular No. CIR/CFD/CMD /4/ 2015 dated September 9, 2015, read with SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023 and Regulation 30 and Para A of Part A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended:

S. No.	Particulars	Reply
a)	The amount and percentage of theturnover or revenue or incomeand net worth contributed bysuchunitordivisionorundertaking or subsidiary orassociate company of the listedentity during the last financialyear;	The share of profit of Equity accounted by theCompany in its consolidated statement of Profit &Loss account for the year ended 31stMarch, 2023wasRs.117.42lacsinrespectof16.56%shareholding of the Company in PurearthInfrastructureLimited(PIL),anassociateCompany.
b)	Date on which the agreement forsale has been entered into;	Company has received a notice from PIL to seekapproval of its shareholders for buy-back of upto44,19,800 equivalent to 4.10% shareholding of PILat its Extra-Ordinary General Meeting (‘EGM’)scheduled to be held on 20.02.2024. As peraforesaid notice of EGM, the proposed buy-backof PIL will be completed within 12 months of thedate of passing of Special Resolution in EGM.
c)	The expected date of completionof sale/disposal;	As per said EGM Notice, the proposed buy-backwill be completed within 12 months of the date ofpassing of Special Resolution in EGM.
d)	Consideration received from suchsale/disposal;	Consideration to be received not exceedingRs.4.35 crores under the said buy-back.
e)	Briefdetailsofbuyersandwhether any of the buyers belongtothepromoter/promotergroup/group companies. If yes,details thereof;	Purearth Infrastructure Limited (‘PIL’) is a JointVenture Company promoted by the Company. Atpresent, the Company holds 1,78,53,605 (OneCrore Seventy-Eight Lakhs Fifty-Three ThousandSix Hundred and Five) shares in PIL, whichconstitutes 16.56% of the paid-up share capital ofPIL.
f)	Whether the transaction wouldfallwithinrelatedpartytransactions? If yes, whether thesame is done at “arm’s length”;	Yes, the proposed transaction of tendering sharesin buy back offer of related party is a related partytransaction.The proposed buy-back is under the scheme forbuy-back formulated by Purearth InfrastructureLimited and under the said scheme, theconsideration of Rs.59/-per equityshares has

Registered office:

Unit Nos. 2050 to 2052, Plaza - II, 2[nd] Floor, Central Square, 20, Manohar Lal Khurana Marg, Bara Hindu Rao, Delhi – 110006. Phone: (011) 41539170 CIN: L74899DL1889PLC000004, Website: www.dcm.in, Email Id: investors@dcm.in

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LIMITED

		been determined by PIL considering the fair valueof the PIL as per the valuation report dated 28thDecember, 2023 issued by M/s TransactionSquare Advisory LLP, Registered Valuer.
g)	Whether the sale, lease or disposalof the undertaking is outsideScheme of Arrangement? If yes,details of the same includingcompliance with regulation 37Aof LODR Regulations.	Not Applicable
h)	Additionally, in case of a slumpsale,indicativedisclosureprovidedforamalgamation/merger, shall bedisclosed by the listed entity withrespect to such slump sale.	Not Applicable

Registered office:

Unit Nos. 2050 to 2052, Plaza - II, 2[nd] Floor, Central Square, 20, Manohar Lal Khurana Marg, Bara Hindu Rao, Delhi – 110006. Phone: (011) 41539170

CIN: L74899DL1889PLC000004, Website: www.dcm.in, Email Id: investors@dcm.in